22nd Century Group (XXII) Prices $5.2M at $2.14/sh

22nd Century Group, Inc. (NASDAQ: XXII), a tobacco products company focused on nicotine harm reduction, today announced that it has entered into a binding letter of agreement to redeem $5.2 million in outstanding principal and interest associated with the Omnia subordinated note and outstanding warrants.

The agreement will exchange consideration of approximately $248,000 in cash, 1.15 million shares of common stock priced at $2.14 per share, and 1.15 million shares of pre-funded warrants priced at $2.14 per share as consideration of the debt. Additionally, the Company will issue to Omnia 460,000 warrants, with a term of five-years and an exercise price of $2.14 per share.

Said Larry Firestone, Chairman and CEO: "Paying Omnia at maturity with equity greatly improves our balance sheet, preserves cash for growing our operating business and significantly increases shareholder equity. This transaction also reduces our monthly interest expense and adds to the progress made on increasing sales and margin while reducing operating costs. This is a key milestone toward reaching our goal of being cash positive in the first quarter of 2025."

"We would like to thank Omnia for working with us to achieve such a positive result and welcome them as a significant new shareholder to 22nd Century Group," added Firestone.

The details of the Company's transactions can be found in an 8-K filed with the Securities and Exchange Commission on April 30, 2024. The transaction stipulates that Omnia may not own more than 19.99% of the common stock outstanding.

The shares of common stock, the pre-funded warrants, the newly issued warrants and shares issuable upon conversion are being issued in a private placement and were exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof as a transaction not involving a public offering and/or Rule 506 of Regulation D promulgated thereunder. The Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale by Omnia of the shares issued and issuable upon exercise of the warrants within five business days of the agreement.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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